2901.23
Criminal liability of organizations.

(A)
An
organization may be convicted of an offense under any of the following
circumstances:

(1)
The offense
is a minor misdemeanor committed by an officer, agent, or employee of the
organization acting in its behalf and within the scope of
the
officer's, agent's, or employee's office or employment, except that if
the section defining the offense designates the officers, agents, or employees
for whose conduct the organization is accountable or the circumstances under
which it is accountable, those provisions shall apply.

(2)
A
purpose to impose organizational liability plainly appears in the section
defining the offense, and the offense is committed by an officer, agent, or
employee of the organization acting in its behalf and within the scope of
the
officer's, agent's, or employee's office or employment, except that if
the section defining the offense designates the officers, agents, or employees
for whose conduct the organization is accountable or the circumstances under
which it is accountable, those provisions shall apply.

(3)
The
offense consists of an omission to discharge a specific duty imposed by law on
the organization.

(4)
If, acting
with the kind of culpability otherwise required for the commission of the
offense, its commission was authorized, requested, commanded, tolerated, or
performed by the board of directors, trustees, partners, or by a high
managerial officer, agent, or employee acting in behalf of the organization and
within the scope of such a board's or person's office or
employment.

(B)
If
strict liability is imposed for the commission of an offense, a purpose to
impose organizational liability shall be presumed, unless the contrary plainly
appears.

(C)
In a
prosecution of an organization for an offense other than one for which strict
liability is imposed, it is a defense that the high managerial officer, agent,
or employee having supervisory responsibility over the subject matter of the
offense exercised due diligence to prevent its commission. This defense is not
available if it plainly appears inconsistent with the purpose of the section
defining the offense.

(D)
As used in
this section, "organization" means a corporation for profit or not for profit,
partnership, limited partnership, joint venture, unincorporated
nonprofit association, estate, trust, or other
commercial or legal entity. "Organization" does not include an entity organized
as or by a governmental agency for the execution of a governmental
program.